Professor Butch faces his biggest fear - elementary school - on 'West Texas Investors Club' 

With costars like Rooster McConaughey and Gil Prather, it can be hard to get a moment in the spotlight. That's not to say Butch Gilliam isn't as funny or charming in his own right. Just, perhaps, less loud or voluble than the Clubhouse's more loquacious members. Tuesday night was an exception.

When entrepreneur Michelle Oppelt turned up in West Texas seeking $50K for 15 percent of her after-school educational program, Smartycat Kids, Butch became a reluctant hero.

It's a good fit for the slender man in black. And, it made for the best episode of the season so far. 

But, back to the beginning. Upon landing, Oppelt was met not by the usual "tenderizer," ol' Gil, but a tiny lookalike -- Rooster's 10-year-old son, Miller Lyte McConaughey -- dressed and even carrying a cane like the "Man from the Rio Grande."  Consider it Oppelt's first test.

Miller Lyte hopped behind the wheel of Gil's truck, boasting that he's been driving "my whole life."

Oppelt's face was classic; it's one way the show has been able to mess with entrepreneurs now that the first season's original shock value has worn off: They no longer expect to meet with three-piece-suits, rather than the men of West Texas Ltd. But, when you toss a 10-year-old behind the wheel, it's a funny scene. And, not that unbelievable in Midland-Odessa. Kids where I'm from can handle a standard shift without burning out by 12.

"What tha hell kinda bull[expletive] is this? You're supposed to be an educator and you're gonna let a 10-year-old drive?!" Gil hobbled out from hiding. We say this every week, but: Oh, Gil. Never change. 

Luckily, Oppelt has a good sense of humor. On the drive, Gil got to "tenderizing," asking questions about her company and ambitions. Miller Lyte chimed in that he hates school, except for lunch and recess.

"I hope my dad lets me quit like Butch in 7th grade," he said.

There's the setup, one that promoters have been teasing all week. Butch Gilliam is a multimillionaire with 400-plus employees, but he doesn't have a high school diploma. He doesn't even have a junior high one. He made it, but he's a wild exception to the rule.

And, he knows it. Gilliam is no dummy. During a recent visit to The Dallas Morning News, his face lit up discussing the intricacies of an incredible scientific invention to help correct vision loss from entrepreneurs he'd met the night before in Houston. He's interested and engaged and clearly loves learning from the various people he meets out in the world.

Sometimes he plays off his lack of formal education for humor, but that's a self-deprecation you'll find from a lot of Texans, especially the most successful ones. 

Despite his background, it's clear that Butch wants to bolster kids who, like him, miss out on an early passion for learning because they don't feel encouraged or understood.

It's then that we get a bit of backstory. Despite his successes, Butch hangs on to the memories of bullying. "When I was 7, I was about this tall and everyone else was this tall," he said, stretching out his arm.

"You'd have been good at dodge ball. You're harder to hit," Rooster deadpanned. Something tells us Rooster was good at dodge ball, too, but for other reasons.

Oppelt told the investors her program is in about two-dozen schools and it costs parents an affordable $150 per child per 8-week session. She brought in $200K in total revenue lost year, about $60K of which was profit, and one of her biggest costs is instructor pay to ensure the very best educators join Smartycat Kids. Her goal now is to scale via national franchise.

"Selling a franchise is all about selling a story," Butch said, during a confessional. He was impressed by the company so far, but was also skeptical that Oppelt is ready to do that.

So, they got to know her a bit better. They learned about her own childhood and her three children. Rooster asked if she's married, and Oppelt admitted she hates telling people she's twice divorced.

"Who hasn't been?" Butch asked, gently. He's on her side, and that's why we love these guys.

"He been married three times!" Miller Lyte chimed in about his dad. This kid's a hoot. His sense of comedic timing is impeccable. 

"My own son called me out on national television!" Rooster said. "I mean, what he said is the truth, but he didn't have to tell ever-body!"

The assignment is clear: Oppelt's programming might be great, but if she wants to franchise, she needs to prove she can teach the material. To anyone. And, the investors happen to have one such anyone in Butch.

Rooster, Gil and Miller Lyte show up at nearby St. Anne's elementary. "For one of us, the real challenge is showing up. He sees 'school zone' and he turns around and runs away," Rooster explained.

Cameras cut to Butch, who is smoking a ciggy and looking generally unnerved on the playground. Oh, but get ready. There's a Rocky-style inspirational speech coming:

"I'm Butch-by-God-Gilliam, the Hatchet Man, school dropout, Main Street millionaire, the most bad ass pipe salesman in the Permian Basin," he narrates, bursting through the school doors.

It's not played for laughs. It's a fun moment. A fist-pumping one, straight out of an '80s action movie, for sure. But, there's heart and soul at the bottom of it. Admit it: We all have to growl in the mirror from time-to-time.

In the classroom, Oppelt trained Butch on an art lesson plan he's meant to present to a group of 4th and 5th graders on chromatography. In layman's terms, they're making t-shirts with neat designs.

Butch stumbled over "chromatography" a few times, but he repeated it until he felt comfortable, becoming more ebullient each time he said it and even throwing in some jazz hands. Sure, it's a reality TV show and viewers know the real-life Gilliam might be putting on for the camera, but the emotion seemed real.

The momentum stayed just as positive in the classroom, as Butch instructed and related to the kids.

"Hell, he even got Miller to sit down for five minutes and draw flowers on a cup," Rooster mused. "Everybody had a good time, especially Gil." The camera cut, for the second week in a row, to a snoozing Prather.

"I don't really like school, but to do that in school is pretty fun," Miller Lyte agreed.

Back at the Clubhouse, viewers get the feeling Butch is a reinvigorated man, but he hasn't changed too much, and that's a good thing because his greatest successes have been based on strong instinct. He had serious reservations about Oppelt's plan to scale via franchise, and he's ready to challenge her on it.

It's a hard conversation, but the investors convinced her that perfecting established programs is the way to go before training new franchisees. She reiterates her ask for $50K for 15 percent and Rooster began the negotiation, "If we were to give you..."

"Hey, man, it's the kids. We'll do it," Butch jumped in, cutting off the counteroffer.

"You took that sumbitch away from me, didn't you?" Rooster said, looking stunned. He's not used to cautious Butch -- the "brake" to his "accelerator" -- jumping in with abandon, but can we blame Butch? He was still pumped up from the playground.